Singapore Public Takeovers and Mergers PDF

Takeaways Public takeovers and mergers in Singapore are governed by the Singapore Code on Takeovers and Mergers (Takeover Code), administered by the Securities Industry Council (SIC). The Takeover Code applies to takeovers of corporations and registered business trusts with a primary listing on th...

Takeaways Public takeovers and mergers in Singapore are governed by the Singapore Code on Takeovers and Mergers (Takeover Code), administered by the Securities Industry Council (SIC). The Takeover Code applies to takeovers of corporations and registered business trusts with a primary listing on the Singapore Exchange, as well as certain unlisted companies and business trusts. Breaching the Takeover Code can result in sanctions imposed by the SIC, including private reprimands, public censures, and restrictions on dealing in securities. Different types of takeover structures include general offers, scheme arrangements, voluntary delistings, and amalgamations, each with their own requirements and procedures. Shareholder approval, CORD approval, and SIC approval may be required depending on the type of takeover structure. Concert parties, defined as parties cooperating to obtain or consolidate effective control of the target company, play a significant role in takeover transactions. Andrew Yip (00:01.112) Hello, my name is Christopher Koh and I\'ll be introducing you to public takeovers and mergers in Singapore. In this presentation, I\'ll give you an overview of what a public takeover and mergers and we\'ll share with you the specific concerns and issues which you will have to look out for as a legal advisor in a takeover transaction. Andrew Yip (00:23.106) I\'ll be covering the following areas in this presentation. First, we will run through the regulatory framework that governs public takeovers and mergers in Singapore. Second, we will examine the different types of acquisition structures commonly used in takeover transactions. Third, we will look at the different types of approvals required for takeover transactions. Fourth, we will consider the concept of concept parties in the context of takeover transactions. And finally, will review the merger control regime in Singapore. We will now turn to the regulatory framework that underpins public takeovers in Singapore. Andrew Yip (01:03.874) The conduct of any public takeover in Singapore is governed by the Singapore Code on Takeovers and Mergers, which I will refer to as the Takeover Code in this presentation. The Takeover Code is a key document which you will need to be familiar with in order to be able to properly advise your clients on their obligations and responsibilities in the course of a public takeover. The Takeover Code is a non -statutory set of rules administered by the Securities Industry Council, or otherwise known as the SIC. The Takeover Code applies to a takeover of corporations, including foreign incorporated companies, with a primary listing on the Singapore Exchange, and registered business trusts, including foreign registered business trusts, with a primary listing on the Singapore Exchange. In addition, while most people would associate public takeovers with acquisitions of publicly listed companies, the Takeover Code applies to an acquisition of an unlisted company of unlisted business trusts under certain circumstances. Namely, it applies to a takeover of unlisted Singapore companies with more than 50 shareholders and net tangible assets of 5 million or more. It also applies to a takeover of unlisted business trusts with more than 50 unit holders and net tangible assets of 5 million or more. In addition, the takeover code also applies to a takeover of real estate investment trusts which are constituted under the Securities and Futures Andrew Yip (02:39.99) It may be possible to apply to the SIC to request the SIC to waive the application of the code to foreign incorporated companies or foreign incorporated business trusts with a primary listing on the Singapore Exchange. It is also possible to seek a waiver of the Code for Singapore Incorporated Companies or Registered Business Trusts with a primary listing overseas or unlisted Singapore Incorporated Public Companies or unlisted Registered Business Trusts which will otherwise be subject to the Takeover Code. In considering such applications, the SIC will be particularly concerned as to the number of shareholders or unit holders based in Singapore and the extent of trading in Singapore. In addition, the SIC will be concerned as to whether these Singapore shareholders or unit holders are protected by any statute or code regulating takeovers and mergers outside Singapore. If you are making such applications, it is necessary to demonstrate the SIC that there are few shareholders or unit holders in Singapore who are affected by the takeover, that there is limited trading in the shares or units of the target entity taking place in Singapore, and these shareholders or unit holders of the target entity are protected by the laws or regulations of another jurisdiction in respect of the Andrew Yip (04:07.456) If the target company business trust of REIT is subject to the takeover code, all offer -alls, whether individual or company, Singapore resident or not, will have to comply with the takeover code. This will be the case irrespective of whether the acquisition is structured or implemented within or outside Andrew Yip (04:29.976) We will now cover the implications of a breach of the Takeover Code. While the Takeover Code, let\'s not strictly speaking, have the force of law, you must always advise your clients to take compliance with the Takeover Code very seriously. The SIC has a broad discretion to impose sanctions in the event of a breach of the Takeover Code. The sanctions can take the form of a private reprimand, public censure, or in a case where there has been a serious breach of the Takeover Code, the SIC can take further actions as it thinks fit, such as barring a person from dealing in securities which are listed under the Singapore Exchange. Or for advisors, the SIC may require the advisor to abstain from taking on takeover code -related work for specified period. In addition, if the breach in question amounts to a criminal offence, the SIC is likely to refer the matter to appropriate authorities. Andrew Yip (05:29.346) The SIC may also require the person reaching the code to compensate the shareholders of the target company. And in connection with this compensation, the SIC can determine the appropriate interest to impose on such payments. Andrew Yip (05:44.878) Apart from the takeover code, you may need to take into account other statutory and regulatory provisions, depending on the nature of parties involved and the type of takeover structure at use. The statutory or regulatory provisions which may be relevant for you include the Companies Act, the Securities and Futures Act and the Business Trust Act. In the Companies Act, you have Section 210 which contains the provisions for a Schema of and sections 215A to J which deal with amalgamations. We will discuss in greater detail a schema arrangement and amalgamations shortly, but these are different types of takeover structures. You also have section 215 which sets out the circumstances under which an offeror may have the right to compulsorily acquire shares in the course of the For the Securities and Futures Act, the relevant provisions include Sections 139 and 140 of the Securities and Futures Act, which make clear that the SIC is empowered to administer and enforce the rules of the Takeover Code, and that it is an offence for any person to announce a Takeover Offer when he has no reasonable grounds to believe that he will be able to perform his obligations if the Takeover Offer is accepted. Andrew Yip (07:07.886) In addition, you have Section 295A which sets out the circumstances in which an off -roar has the right to compulsorily acquire units of a REIT in the context of a takeover of a REIT. We should also take note of Part 7 of the Securities and Futures Act, which sets out the provisions relating to insider trading. Any party involved in the takeover will always have to observe these provisions and ensure they\'re not dealing any securities while in possession of inside information. If you are involved in the takeover of a business trust, Section 40A of the Business Trust Act sets out the circumstances in which an off -roar has the right to compulsorily acquire units of a business trust. Andrew Yip (07:56.399) Apart from these statutory provisions, certain provisions of the SGXST Listing Manual will also be relevant. For example, Rule 11.05 of the SGXST Listing Manual sets out that trading in the shares of a listed company will be suspended as and when the off -roading concert parties obtain 90 % of the total number of shares of the listed company. In addition, you also have Rules 13.07 and 13.09 which prescribed the requirements for voluntary delisting, which is another method of effecting a takeover offer, which we will be discussing shortly. Andrew Yip (08:37.1) Having covered the regulatory framework applicable to public takeovers, we will now look at the types of takeover structures commonly used in public takeovers. The first takeover structure we will consider is the general offer. The premise of the general offer is straightforward. The offeror which is intending to acquire the target company makes an offer directly to all shareholders of the target company. All the takeover code requires the board of directors of the target company to review and recommend to shareholders whether to accept or reject the offer. The offeror can make the offer to the shareholders of the target company irrespective of whether the target board supports the offer. It is up to shareholders whether they wish to accept or reject the offer. And if they accept the offer, their shares will be transferred to the offeror in return for the consideration promised, subject to the conditions of the offer being met, which we will discuss shortly. There are essentially three types of general offers. First, you have the mandatory offer, where the offeror is obliged to make a mandatory offer for all shares of the target company when the offeror\'s shareholding in the target company exceeds certain thresholds set out in the tickable Second, have the voluntary offer, where the offeror makes an offer for shares of the target company at its own volition and the offer is not triggered by the mandatory offer rules in the takeover code. Third, you have the partial offer, where the offeror makes a voluntary offer for a specified number of shares in the target Andrew Yip (10:18.798) We will now take a closer look at mandatory offers. A mandatory offer is triggered when the offeror acquires shares which taken together with shares held or acquired by its concert parties amount to 30 % or more of shares carrying voting rights of the target company. It is also triggered when the offeror and its concert parties already hold between 30 and 50 % of the target company shares carrying voting rights and acquire and aggregate more than 1 % of the target company shares carrying voting rights in any rolling six -month period. You should bear in mind that these shareholding thresholds for a mandatory offer is determined by reference to the total shareholding of the off -roar and its concept parties and not just the shareholding of the off -roar. We will consider in greater detail the concept concept parties later in this presentation. Andrew Yip (11:14.062) Under the takeover code, a mandatory offer must be conditional upon the offeror obtaining acceptances, which will result in the offeror and persons acting in concert with it, holding shares carrying more than 50 % of the voting rights of the target company. This is what is typically referred to as the minimum acceptance condition. However, if at the time the mandatory offer is triggered, the offeror and persons acting in concert with it already hold more than 50%. the mandatory offer will not be subject to a minimum acceptance condition. How the minimum acceptance condition applies is that if the offeror receives sufficient acceptances to meet the minimum acceptance condition, the offeror will be deemed unconditional and the offeror will be entitled to keep all shares tended in acceptance of the offeror. If the minimum acceptance condition is not met, the offeror lapses and the offeror will have to return all shares tended in acceptance of the This means that the off -roar returns to its position prior to the launch of the offer. The takeover code makes clear that apart from the minimum sentence condition, the only other condition permitted in the mandatory offer is a merger control condition, which we will discuss in the final section of this presentation. Andrew Yip (12:35.574) In terms of the offer price, the offer price for a mandatory offer must be in the form of cash or accompanied by a cash alternative. In addition, there is a minimum price that the offeror must observe. The minimum price must not be less than the highest price paid by the offeror or any of its concept parties for any shares during the offer period and in six months leading up to the beginning of the offer period. The offeror is free to offer a higher price. Andrew Yip (13:07.362) When you consider the price paid by the off -road and concert parties, you must also take into account any shares which are acquired through the exercise of convertible instruments, annual options or rights to subscribe for shares. Andrew Yip (13:22.446) We will now turn to voluntary offers. A voluntary offer, just like a mandatory offer, must be subject to a minimum acceptance condition. Under the Takeover Code, the default minimum acceptance condition for a voluntary offer is that the offeror and concept parties must acquire more than 50 % of the target company. However, unlike a mandatory offer, it is possible to set a higher minimum acceptance condition, such as 75 % or In addition, an offeror has more flexibility in imposing conditions to the voluntary offer. This is one of the key differences between the voluntary offer and the mandatory offer. The offeror may set other conditions to suit the circumstances of the transaction. For example, an offeror can make the voluntary offer subject to his shareholders\' approval or regulatory approvals where these are applicable. If the offeror intends to impose conditions other than the honorary types of conditions, the offeror will need to seek the prior approval of the SIC. If you assisting your client in structuring the conditions to the voluntary offer, it is important to note that the conditions must be objective in nature and may not be of a kind whose fulfilment is dependent on the subjective interpretation or discretion of the offeror. For example, the SIC will not accept a voluntary offer. which is subject to due diligence being conducted on the target company to the satisfaction of the off -roar. As such a condition will be dependent entirely on the discretion of the off Andrew Yip (15:01.356) The offer price for a voluntary offer must be in cash or securities or a combination of both. A voluntary offer like the mandatory offer is also subject to a minimum price rule. The offer price offered in a voluntary offer must not be lower than the price paid by the offeror or any of its concept parties for any shares in the target company during the offer period and in the three months leading up to the beginning of the offer period. Andrew Yip (15:29.774) Similar to a mandatory offer, when you consider the price paid by the off -road and its concert parties, you must also take into account any shares which are acquired through the exercise of convertible instruments and all options or rights to subscribe for shares. Andrew Yip (15:48.462) The third type of a general offer is the partial offer. A partial offer is still a general offer as it is made to all shareholders, but it is for a specific number or percentage of shares held by the shareholders and not for all the shares held by the shareholders. The key point for you to note is that any partial offer has to be approved by the SIC. If you refer to Rule 16 of the Code, you will see that the SIC will normally grant approval for a partial offer. which will not result in the offer and concert parties holding shares carrying 30 % or more of the voting rights of the target company. The SIC will not grant approval for a partial offer, which may result in the off -run concert parties holding shares carrying between 30 % and 50 % of the voting rights of the target Andrew Yip (16:40.526) In the case of a partial offer which may result in the off -road and concert parties holding shares carrying more than 50%, but less than 100 % of voting rights to the company, the SIC would typically only grant approval if certain conditions set out in Rule 16 of the Takeover Code are satisfied. These conditions are set out in Rule 16.4 of the Takeover Code. Some of these conditions include there being no acquisition of voting shares by the offeror and concept parties during the six months prior to the announcement of the partial offer and in the period between submission of the application for SIC\'s consent and announcement of the partial offer. Andrew Yip (17:27.832) There must also be no acquisition of voting shares during the offer period except pursuant to the partial offer and in a six -month period following the close of the partial offer if the partial offer becomes unconditional as to acceptances. If you are working on a partial offer, it\'s important that your client is aware at the early stage that he must not acquire any shares in the target company. You do not want to be in a situation where after spending weeks preparing for the launch of the partial offer, You find out that your client has acquired shares during the prohibited period and will not be able to satisfy the conditions set out in the takeover code and you are therefore not able to proceed. Andrew Yip (18:10.542) A partial offer for more than 50 % of the shares must be approved by shareholders of the target company, except if the offeror already has statutory control and the partial offeror does not result in the offeror and concept parties holding 90 % of the shares or the target company reaching the SGX minimum float requirement of having at least 10 % of the shares in public hands. The approval of shareholders can be obtained through a shareholder vote in a general meeting. However, it is more common in the Singapore context to have the shareholders indicate their approval in the acceptance form which is issued in connection with the partial offer. The offeror and its council parties and their associates must abstain from voting. Andrew Yip (18:58.606) Another condition for a partial offer for more than 50 % of shares is that there will have to be certain disclosures in the offer document. For example, a disclosure that if the all partial offer succeeds, the offeror can exercise statutory control over the target company. It should refer to Route 16.4 for the full set of conditions which apply to a partial offer for more than 50 % of the shares of the target Andrew Yip (19:28.172) The offer price for a partial offer must be in cash or securities or a combination of both. Andrew Yip (19:38.542) Any mandatory, voluntary or partial offer will need to follow the timetable prescribed in Rule 22 of the Takeover Code. The typical timetable based on Rule 22 is set out on Slide 31, which sets out when an offer document has to be dispatched, when the offer is circular in response to the offer document has to be issued, and what is the minimum period for which the offer has to be kept open. We should familiarize ourselves with the requirements of Rule 22. Andrew Yip (20:11.5) I will now discuss some general points which you should consider in structuring any general offer, whether it is a mandatory offer, voluntary offer or partial offer. The first point is in relation to irrevocable undertakings. An offeror can seek irrevocable undertakings from shareholders of the target company to accept its offer, whether before or during the offer period. An irrevocable undertaking is essentially a binding agreement by the shareholder to accept the offer and give the offeror the assurance that he will be able to obtain at least a certain level of acceptances for his offer. Next point is that there must not be any special deals. All shareholders must be treated equally. This is the fundamental principle which underlies many of the rules in the Takeover Code. No shareholder should be given a benefit for his shares, which is not otherwise offered to the other shareholders. Now there are certain situations when a cash offer is mandatory. If the offeror and its concert parties have bought for cash during the offer period and in the six months prior to the commencement of the offer period, shares of the target company carrying 10 % or more of the voting rights of that class, the offeror must offer cash or cash alternative at not less than highest price paid by the offeror or any of its concert parties. Andrew Yip (21:41.87) Similarly, if the offeror has acquired more than 10 % or more of voting rights in exchange for securities during the offer period and in the three months prior to the offer period, such securities will also need to be offered to all other shareholders. Andrew Yip (22:01.784) We will now turn to a schema arrangement, which is an alternative takeover structure. Andrew Yip (22:09.294) The Schema Arrangement is a statutory mechanism provided under Section 210 of the Companies Act, which can be used to acquire a target company which is incorporated in Singapore. The Schema Arrangement in broad terms involves the target company proposing a scheme to its shareholders in a general meeting, whereby the shareholders are asked to approve the transfer of all their shares to the off -road, in return for a specified consideration for their shares. When the Schema Arrangement becomes effective, It will bind all shareholders irrespective of whether they voted in favour of the scheme or not, and all the shares held by such shareholders will be transferred to the off -roll. It is for this reason that scheme arrangement is a popular mechanism, where the objective of the off -roll is to obtain 100 % on the target company and nothing less. It is an all or nothing mechanism. The off -roll will either end up holding 100 % or nothing at An offeror intending to acquire a target company by way of a schema arrangement will have to engage with the target board. Only the target board can propose the scheme to its shareholders. As such, a schema arrangement is only feasible if the target board is prepared to cooperate. This is unlike a general offer where the offeror can make the offer directly to the shareholders. A schema arrangement like a general offer is subject to the provisions of the takeover but it is possible to apply to the SIC to examine the scheme from selected provisions of the Takeover Code subject to certain conditions. Andrew Yip (23:49.856) A scheme arrangement will be subject to certain approvals. It will need the approval of the shareholders of the target company voting at a court meeting. A court meeting is essentially a general meeting which has been convened with the permission of the High Court of The majority required from shareholders voting at a court meeting is twofold. First, it has to be approved by a majority in number of target company shareholders present in voting in person or by proxy at a court meeting. Second, such majority must hold or represent at least 75 % in value of the votes cast at the court meeting. What this means is that if there are 10 shareholders who turn up to vote at the general meeting, at least six shareholders representing a majority number of the 10 shareholders must vote in favour of the scheme, and these six shareholders must hold at least 75 % in value of the target shares being voted at the court meeting. A point to take note is that the offer on concept parties will not be permitted to vote at the court Andrew Yip (25:03.766) In addition to shareholder approval, the target company proposing the scheme arrangement will need to obtain court approval to first convene the court meeting and to sanction the scheme of arrangement subsequently after it\'s been approved by shareholders at the court meeting. If the target company is listed on the Singapore Exchange, the draft scheme document will have to be reviewed and cleared by the SJXST. The target company will also need to seek the approval of the SJXST for the listing of the target company after the scheme arrangement becomes effective. The scheme arrangement will only become effective when the order of court sanctioning the scheme is lodged with ACRA. We will now turn to a voluntary delisting, which is the takeover method relying on the voluntary delisting process set out in rules 1307 and 1309 of the SGXST listing manual. The key features of a voluntary delisting comprise the following. The target company proposes to its shareholders at a general meeting to delist the company from the SGXST. The major shareholder or a third party makes an exit offer to acquire the shares of the target company. The exit offer is conditional upon the delisting proposal being approved by the shareholders of the target company. If shareholders of the target company approve the delisting of the target company at the general meeting, the target company will be delisted at the end of the delisting process, irrespective of the outcome of the exit offer. It is up to the shareholders of the target company decide whether they wish to accept the exit offer or remain as shareholders in an unlisted Andrew Yip (26:52.278) and offer intending to acquire a target company by way of the delisting proposal and exit offer. We have to engage the target board and only the target board can propose the delisting proposal to its shareholders and make the necessary applications to the SJXS team. As such, a delisting proposal is only feasible if the target board is prepared to cooperate. Andrew Yip (27:19.246) in order for the voluntary delisting to be validly approved by shareholders of the target company at the general meeting. The voluntary delisting must be approved by a majority of at least 75 % of the total number of issued shares excluding treasury shares held by shareholders present and voting on a poll either in person or by proxy at the meeting. In addition, the off -road and parties acting in concert with the off -road, as defined in the takeover code, must abstain from voting on the resolution. Andrew Yip (27:58.604) A voluntary delisting is also subject to the approval of the SGXST. The SGXST will need to clear the circular that is issued by the target company to its shareholders. More importantly, the SGXST will have to agree to the voluntary delisting itself. The SGXST will typically grant its approval, subject to the shareholders of the target company having duly approved the voluntary delisting in the manner that we just discussed. In addition, the SJXST will need to be satisfied that the exit offer offered to the target company shareholders must be fair and reasonable and must include a cash alternative as the default alternative. The target company must also obtain an eye -fail opinion that the exit offer is fair and reasonable. Andrew Yip (28:52.814) A final point on the voluntary delisting is that the exit offer is subject to the takeover code. The SIC will waive certain rules of the takeover code subject to certain conditions, namely the exit offer has to remain open for a certain period of time as set out in this slide. Please refer to the practice statement on offers made under Rule 1307 of the HXST Listing Manual for further details. Andrew Yip (29:22.07) Apart from the general offer and scheme of arrangement, it is also possible to effect a takeover by way of an amalgamation. Andrew Yip (29:33.984) An amalgamation is a statutory merger pursuant to sections 215A to J of the Companies Act and is applicable only if both companies to be amalgamated are Singapore incorporated companies. In a general offer and scheme of arrangement, the offeror will end up holding either a majority stake or all of the shares in the target company. In other words, the offeror will become the parent company of the target company. but both the off -roar and the target company remain distinct legal entities. Whereas in an amalgamation, both entities will merge to become a single legal entity. I do not intend to go into details in this presentation, as the amalgamation structure has not been a popular structure to effect public takeovers. There is a variety of reasons for this. The amalgamation has not been tested as a takeover structure. Directors of the amalgamating companies have to give a sovereignty statement which exposes them to certain personal liability. There\'s also uncertainty as to whether other jurisdictions are prepared to recognize the automatic transfer of assets, business, rights and obligations from the amalgamating companies into the amalgamated. Andrew Yip (30:55.522) We will now take a look at the key differences between the different types of takeover structures that we\'ve been discussing in three areas, shareholder approval, CORD approval, and SIC Andrew Yip (31:11.47) Starting with shareholder approval. In a general offer, there is no general meeting required. However, as we have discussed, there may be a minimum acceptance condition, which has to be fulfilled in order for a general offer to become unconditional. For a schema arrangement, amalgamation, and a delisting, all of these have to be approved by shareholders in a general meeting. In terms of card approval, only the schema arrangement has to be approved by the cards. The general offer, amalgamation and delisting do Andrew Yip (31:49.592) Turning to SIC approval, it would be necessary to consult the SIC for all of the takeover structures discussed. Andrew Yip (32:01.954) You may have noticed that a number of the rules in the takeover code refer to concert parties. For example, the mandatory offer thresholds are dependent on the shares acquired by the off -roar and its concert parties. Similarly, the minimum acceptance condition is based on the number of shares held by the off -roar and its concert parties, and the minimum price rule is also dependent on the price at which the off -roar and its concert parties have acquired the shares of the target As such, you advise the client on these rules, is important that the client understands that he needs to take in account his concert parties. The question then is who is a concert party? The definition of a concert party is set out in the takeover code. Essentially, any agreement, arrangement or understanding, whether formal or informal, between two parties to cooperate through the acquisition by any of them of shares in the company to obtain or consolidate effective control of the target company will result in these two parties being regarded as parties acting in concert with each This is a question of fact, which is really for the off -road to answer. In addition, the takeover code also sets up a very comprehensive list of parties who are automatically presumed to be acting in concert. I will leave you to examine the list in detail. The point which you will have to note is that these presumptions will apply unless the off -road applies to the SIC to rebut the presumption. You will see that the web of parties who will be presumed to be acting in concert is very wide and it is these presumptions that off -road needs to be aware Andrew Yip (34:17.452) This brings us to the end of our presentation on public takeovers and mergers in Singapore. Thank you very much for your Mergers and Acquisition - Public Take-overs and Mergers For all types of public take-over transactions, the approval of the **Securities Industry Council (SIC)** is required - Ambit of the Singapore Code on Take-overs and Mergers - Types of public take-over transactions - **[General Offers All public take-over transactions require SIC approval]** - All the takeover code requires the board of directors of the target company to review and recommend to shareholders whether to accept or reject the offer. - **[Timetable]** for General Offers (Rule 22) **[MUST be followed by CPO, VO or MO]** - **[General points]** relating to Offers - **[Voluntary delisting]** (Rule 1307 and 1309 SGX Listing Manual) - **[ (Comparison of) Approvals required]** for public take-over transactions +-------------+-------------+-------------+-------------+-------------+ |   | **[General | **[Scheme]{ | **[Amalgama | **[Delistin | | | Offer]{.und |.underline} | tion]{.unde | g]{.underli | |   | erline}** | ** | rline}** | ne}** | +=============+=============+=============+=============+=============+ | Shareholder | No, | Yes | Yes | Yes | | approval | However, | | | | | | offer must | | | | | | be | | | | | | conditional | | | | | | on Offeror | | | | | | and its | | | | | | concert | | | | | | parties | | | | | | acquiring | | | | | | more than | | | | | | 50% of | | | | | | Target | | | | | | shares, | | | | | | though | | | | | | Offeror may | | | | | | specify a | | | | | | higher | | | | | | threshold | | | | | | in a | | | | | | voluntary | | | | | | offer | | | | +-------------+-------------+-------------+-------------+-------------+ | Court | No | Yes | No | No | | Snaction | | | | | +-------------+-------------+-------------+-------------+-------------+ | Singapore | Yes | Yes | Yes | Yes | | Industry | | | | | | Council | | | | | | (SIC) | | | | | | clearance | | | | | +-------------+-------------+-------------+-------------+-------------+ |   |   |   |   |   | | | | | | | |   |   |   |   |   | +-------------+-------------+-------------+-------------+-------------+ - Who is a **[concert party]**